OHANA MEDIA AD NETWORK MEMBERSHIP AGREEMENT

By signing below, you appoint Ohana Media India Pvt Ltd as your sales representative and agree that any property or product on which you place your unique Ohana source code will be included as a Ohana Ad Network member according to the terms and conditions contained in this Ad Network Membership Agreement (this "Agreement").

1. Publisher Obligations and Eligibility Requirements  
   
1. To join and remain in the Ohana Ad Network, a publisher must meet the following Eligibility Requirements. Ohana Ad Network Eligibility Requirements are also posted on the Ohana Media web site (www.ohana-media.com). The following requirements apply to any content that you publish where you have posted your unique Ohana source code, including all web pages within those domains regardless of whether that particular page hosts Ohana source code or not.
1. The site must have minimum traffic of 20,000 page views per month in order to remain in the Ohana Ad Network.
2. The site must have an active, publicly stated privacy policy.
3. The publisher may only place Ohana Ad Network ads on sites which have been reviewed and approved by Ohana Media staff.
4. The site may NOT contain any adult content or link to any adult materials including, but not limited to:
• Posting or referencing sexually explicit images or other offensive content
• Promotion of adult services, such as phone sex or escort services
5. The site content may NOT infringe on any personal, intellectual property, or copyrights, including but not limited to:
• Racial, ethnic, political, or hate mongering
• Any material protected by copyright
• Investment advice, or money-making opportunities not permitted under law
• Gratuitous displays of violence or profanity
• Material that defames, abuses, or threatens physical harm
• Promotion of illegal substances or activities such as online gambling, how to build a bomb, counterfeit money, etc.
• Displaying another publisher's content within the frame of the site
6. The site may NOT make use of meta refresh coding or timed rotation of ad banners
7. The site may NOT any attempts to falsely inflate the number of ad views or clicks
8. In relation to ad banners, auto spawning of browser windows, automatic redirecting of users, pop-up windows, and framing the click-to destination of an ad banner is expressly forbidden.
9. Ohana Ad Network ads cannot appear on any Web pages for which you are not directly responsible for the content. Including but not limited to:
• Forum pages that are not moderated
2. Ohana Media requires that you host a link to an opt-in Visitor Survey which will capture demographic information from your audience if they choose to participate on a strictly anonymous basis. Aggregated results of the survey for your unique Ohana source code will be made available to you in an online report.
3. Ohana Media does not guarantee any specific percentage of paid advertising to a web site. "Default Impressions" (impressions served when no paid advertising is available) are a by-product of our business. Publishers may choose to redirect all or a portion of their Default Impressions at no additional charge. If a Publisher does not specify a default redirect, Ohana Media reserves the right to utilize these Default Impressions for its sole benefit without compensation to the Publisher. Such uses may include, but are not limited to, running opt-in visitor surveys, collecting user data, promoting Ohana products and services, running test campaigns, running public service announcements, and/or running "make good" campaigns (make good campaigns are unpaid advertisements that are run to make-up for the occasional discrepancies that occur during the normal course of business).
4. Publisher agrees not to broker or resell any campaigns or creative materials from Ohana Media Advertisers, or Agencies to any other party without express written permission from Ohana Media. Publisher also understands that upon doing so, it automatically forfeits the right and claim to any revenue generated for its account and its account will be immediately terminated. Breach of this provision will cause Publisher and its web property to be liable for all damages related to such breach.
5. Publisher agrees to place banner code only on web sites that have been pre-approved by Ohana Media  
   
2. Rates & Revenues  
   
1. Ohana Media will determine all advertising rates and may change the rates without notice. You are free to set advertising rates for any advertising sold by you or members of your staff.
2. Rate information is proprietary and confidential information and it may not be shared with other advertisers or third parties.  
   
3. Billing & Payment  
   
1. Ohana Media will handle all accounting arrangements and provide you an online summary of the activity on your unique Ohana Media source code.
2. Your earnings will equal (1) your Contract Rate times (2) the sum of (a) your gross advertising billing minus (b) any advertising agency commissions and minus (c) other expenses. Other expenses are used to cover the fees and risks incurred in order to fulfill campaigns successfully such as, but not limited to, building creative, ad serving, data purchase, campaign research, sweepstakes and prize fulfillment, conversion tracking, foreign currency exchange, cost-of-money, as well as a handling expense. Other expenses may also include fees such as one-time set-up fees, annual servicing fees, or licensing fees, which Ohana Media will recoup by allocating a fixed fee to all of the appropriate campaigns. Ohana Media will pass-through these expenses in the form of a reduced price per unit paid. Such fees may not be detailed in the contract between Ohana Media and the advertiser. This will be the only basis for payment to you for advertising.
3. Ohana Media pays members on the fifteenth day of each month by check  or if available and elected via electronic payment for all campaigns that ended at least [30] days earlier regardless of whether the advertiser has paid Ohana Media. Ohana Media retains the credit risk of collections and guarantees you payment on a regular schedule.
1. You will be paid for all campaigns unless you have earned less than your minimum requested check amount (not to be less than $50). Your balance will carry forward until such time as you have a balance greater than your minimum requested check amount. Ohana Media reserves the right to terminate this agreement if your account goes unpaid due to a failure to meet the minimum requested check amount ($50) during any six (6) months period.
2. Payments under $5.00 for an inactive account will not be made and are permanently forfeited.
4. Revenue will be calculated based on traffic audits from Ohana Media’s central server. Ohana Media traffic audits will be the sole source of audience traffic measurement for billing purposes. Some ads may be shown by a third party server. In that case Ohana Media may need to rely on the third party server's traffic audits as the sole source of audience traffic measurement for billing purposes.
5. You agree not to use, or allow the use of, any deceptive, incentivized, mechanical, computerized or other artificial means of increasing the number of users, impressions, page views, click-throughs or any other measure of your traffic.
6. If, in its reasonable judgment, Ohana Media concludes that there has been deceptive, incentivized, mechanical, computerized or other artificial means used to increase impressions, page views, click-throughs, or any other measure of Internet traffic at your web site, Ohana Media may terminate this Agreement and seize all of your earnings hereunder, whether they have been paid out to you or not.  
   
4. Web Site Advertising  
   
1. Upon execution of this Agreement, you will be given a password which allows you to access the information on the Ohana Media Publisher Account Center. You are responsible for the security of your password and are responsible for any actions taken by anyone using your password.
2. Ohana Media will provide you with source code that will display advertising from Ohana Media's server on your web page(s). Load the code as prescribed on the publisher account center and do not alter it without Ohana Media's consent. By running our source code, you agree to abide by the terms and conditions for the advertising set forth in this Agreement.  
   
5. Ownership of Data  
    
   All data collected by Ohana Media or advertisers through the Ohana Media source code or otherwise from your web site will be the property of Ohana Media or the advertiser, as the case may be, and you will have no rights in or to such data. You hereby acknowledge that information, graphics, and infrastructure provided by Ohana Media are the sole property of Ohana Media and may not be used without its prior written consent.
6. Terms and Contract Rate  
    
   Your earnings will be based on the term and corresponding Contract Rate of this agreement.

 
 

7. Termination

Ohana Media reserves the right at any time, in its sole and absolute discretion, to terminate this Agreement, or in lieu of terminating this Agreement, to suspend the marketing of and placement of advertising for you. If Ohana Media terminates this Agreement for any reason other than your breach, then revenue for advertising run through the date of termination will be payable at the originally agreed upon Contract Rate.

8. Renewal

If no new Agreement is executed upon this Agreement's expiration, this Agreement will automatically renew as a month-to-month (non-exclusive) agreement, but pursuant to the terms and conditions in the then current form of Advertising Sales Agreement posted on the Ohana Media web site.

9. Representations, Warranties and Covenants

You hereby represent, warrant and covenant that (a) use of your publications by Ohana Media or any of Ohana Media’s advertisers will not infringe on any third party intellectual property rights, including without limitation, trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right, (b) your web site does not and will not contain any content which violates any applicable law or regulation, and (c) you have all necessary rights and authority to enter into this Agreement and place advertising on the publications identified in this Agreement and on, adjoining, or in the vicinity of other web sites that may be viewed, linked or visited through access to your web site or in any location where you choose to place your individualized Ohana Media ad code.

10. Indemnification  
    
1. If any claim or suit is brought against Ohana Media or an advertiser due to (i) your breach of this Agreement, or (ii) any other act by you, including anything related to your web site, you will assume the defense of any such claim or suit and to indemnify Ohana Media and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim.
2. If any claim or suit is brought against you due to a breach of this Agreement by Ohana Media, Ohana will assume the defense of any such claim or suit and to indemnify you and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim.  
   
11. Disclaimers, Exclusions and Limitations  
    
1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
2. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS AND CONDITIONS , INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 11.B SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 10.  
   
12. Governing Law, Venue, Arbitration

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Andhra Pradesh without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this agreement shall be brought in the state or national courts located in Hyderabad, Andhra Pradesh. You hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding 

13. Successors and Assigns

This Agreement shall be binding on the undersigned, its successors and assigns. You may assign this Agreement in connection with an assignment, sale or other conveyance of your web site, provided, however, in connection with such assignment, the assignee must load new unique Ohana Media supplied programming code on each page of the website in which advertising is run in order to identify the new owner for tax reporting purposes.

14. Setoff

In the event Ohana Media is due any sums under the terms of this Agreement or for any other services provided by Ohana Media, Ohana Media may collect such amounts from your earnings.

15. Confidential Information

In the course of performing the services contemplated by this Agreement, it may be necessary for the parties hereto to disclose to each other confidential information. Neither party will, during or after the term of this Agreement, reveal any such information to any third parties or use such information for itself or any third party except as authorized in writing by the disclosing party or as required by applicable law or court order. Each party will take reasonable precautions to insure that all such information is not disclosed by any of its employees or agents to any unauthorized persons and will limit disclosure to its employees on a "need to know" basis. Confidential information does not include information that is, or subsequently may become within the knowledge of the public generally, through no fault of the party hereto receiving the information, or information that the receiving party can show was previously known to it at the time of receipt.

The above provision applies solely to confidential information of you and Ohana Media. In the course of providing advertising to your site, advertisers will disclose to you and Ohana Media additional confidential information. Advertisers generally consider all information that they disclose to be confidential, including, but not limited to, the content of the advertising, the web sites the advertising is run on, the number of impressions delivered, the fee paid for the advertising, the data collected from users and even the fact that the advertising was placed on a web site. Advertisers impose strict confidentiality obligations on anyone receiving such information. With respect to this advertiser confidential information, you agree to comply with the requirements in the immediately preceding paragraph. Further, no advertiser confidential information may be disclosed, released, used or made public in any other way without our prior written consent.

Please indicate your agreement to these terms and conditions by clicking below (for registration through the internet).

PLEASE MAIL TO

ATTN: PUBLISHER SERVICES 
 
OHANA MEDIA INDIA PVT LTD, 6-1-132/4/1, Plot No. 4, Skandagiri Temple Area, Secunderabad – 500061, India